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place of business of petitioner Haas & Associates Accountancy
Corp. (Haas & Associates) was located in Novato, California.
Haas & Associates was incorporated in the State of California.
In 1977, Haas graduated from the University of San Francisco
with a degree in accounting and was employed for 2 years as an
accountant for Ernst & Ernst.
In August of 1979, Haas began employment as an accountant
for Dean, Hale & Petrie (DHP), a public accounting firm
incorporated in California. The stock of DHP was owned
predominantly, if not exclusively, by Kurt Petrie (Petrie). In
1980, Haas became a certified public accountant.
On March 7, 1983, the name of DHP was changed to Dean,
Petrie, and Haas (DPH), and on June 1, 1984, 10 percent of the
outstanding shares of stock in DPH was transferred to Haas.
Petrie owned the other 90 percent of the DPH stock, and Petrie
served as president and general manager of DPH.
In 1992, after working together for 13 years, differences of
opinion developed between Haas and Petrie over how DPH should be
managed. As a result, Haas informed Petrie that he wanted to
leave DPH. Haas attempted to negotiate an agreement with Petrie
under which he would pay DPH for the right to take over the
accounting services relating to some of DPH’s clients with whom
Haas had developed a strong relationship. Haas and Petrie failed
to reach an agreement, and in November of 1992 Haas and Petrie
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